Notes to Unaudited Consolidated Financial Statements
Note 1 – Nature of Business
Glorywin Entertainment Group Inc. (“Glorywin”),
formerly known as Zippy Bags, Inc., was incorporated in the state of Nevada on August 26, 2010 (“Inception”). It was initially
formed to market a snowboard carrying bag locally, in the Salt Lake City, Utah area to snowboard shops and outdoor retailers.
On June 17, 2014, Janet Somsen, the original owner
of Glorywin, entered into a security purchase agreement to sell 44.5% of Glorywin’s outstanding shares, or 4,365,000 shares, of
common stock, to Taipan Pearl Sdn Bhd and Wenwei Wu in exchange for an aggregate purchase price of $189,004 in cash. At the closing of
the transaction, Janet Somsen agreed that the previous officers would resign, and all the debts, consisting of $11,719 of taxes payable,
$1,650 of accounts payable, and $3,500 of notes payable due to BK Consulting and Associates, P.C. (“BK Consulting”), would
be repaid by Ms.Somsen. Glorywin is a shell company and has no operations.
On the same day, Glorywin entered into a share
transfer agreement with Top Point Limited (“Top Point”), a company incorporated in Samoa on April 9, 2014. Pursuant to the
agreement, Glorywin issued 10,195,294 shares of common stock to Wen Wei Wu, Taipan Pearl Sdn Bhd, Boon Siong Lee and Zhen Long Ho to acquire
1,000 common shares (100%) of Top Point. Top Point is a shell company and has no operations.
Glorywin paid Macanese Pataca (“MOP”) 60,000 (approximately $7,692) to acquire Wonderful Gate Strategy Company Limited (“Wonderful
Gate”), a company incorporated on March 11, 2009 in Macau, China, and had no operation prior to the acquisition from, Carmen Lum.
Since then, Wonderful Gate has been engaged in service of introducing sub-junkets and information technology infrastructure to land-based
casinos and receiving an agreed percentage of total bets as revenue. Wonderful Gate has introduced 25 sub-junkets to initially three land-based
casinos in Cambodia and reduced to two land-based casinos to date, and the Company itself does not hold license to operate casinos/junket
or to conduct gaming promotion business in any country.
The acquisitions were accounted for as acquisitions
by entities under common control due to the fact that each company was and continued to be held by the Company and its affiliates. As
such, the transaction was recorded on the purchase method of accounting at historical amounts.
After the above transactions, Taipan Pearl Sdn
Bhd owns 56% interest of the Glorywin and its subsidiaries, (collectively, “the Company”, “us”), and became the
biggest shareholder of the Company.
On October 30, 2014, the Company changed its name
to Glorywin Entertainment Group, Inc.
Acquisition of Gwin Company Limited (Gwin)
On October 22, 2014, the Company orally entered
into a conditional sale agreement ("Conditional Sale Agreement"), which was later put into a written form on January 19, 2015,
with Taipan Pearl Sdn Bhd, shareholder of 56% of the Company's interest. Pursuant to the Conditional Sale Agreement, the Company agreed
to pay a total price of $2,000,000 to acquire Gwin Company Limited ("Target Company", or "Gwin"), which is solely
owned by Mr. Sing Hong Ting, the 100% beneficial owner of Taipan Pearl Sdn Bhd. Gwin obtained the formal approval of incorporation in
March, 2015 and did not generate any revenues since its establishment. The sale would be completed under conditions that the Target Company
becomes profitable within 12 months from the date of the Conditional Sale Agreement (“Profitability Condition”) and that the
Target Company maintains all necessary licenses to be operational. If the two conditions were not satisfied, the amount paid would
be fully refunded. On February 18, 2015, the Company signed a supplementary agreement to the Conditional Sale Agreement ("Supplementary
Agreement") with Taipan Pearl Sdn Bhd, pursuant to which, another $2,000,000 would be paid by the Company for acquisition of the
Target Company. The incremental $2,000,000 would be used in renovating and operating of the Target Company. The Company paid $3,180,425
as of March 31, 2015 and continued to pay until September 29, 2015, when the Company entered into a Closing Agreement ("Closing Agreement")
with Mr. Sing Hong Ting to officially acquire the Target Company. On November 11, 2015, the Company entered into an Amended and Restated
Agreement (“Restated Agreement”) with Mr. Sing Hong Ting. Pursuant to the Closing Agreement and Restated Agreement, the Company:
(1) purchased 100% of Gwin’s equity interest, and all the advanced payment to the Target Company, totalling $5,876,392, shall be
regarded as the final consideration of the sale, and therefore shall not be refundable; (2) waived the Profitability Condition of the
Conditional Sale Agreement, which was not met as of September 29, 2015; and (3) agreed with the other signing party to correct the seller
of Gwin from Taipan Pearl Sdn Bhd to Mr. Sing Hong Ting. On January 9, 2015, Gwin entered into a lease agreement to lease a casino hotel
building with equipment in it located in Kingdom of Cambodia. Gwin is currently refurbishing the building and expects to finish the refurbishment
and start its operation in gaming and hospitality industry in February, 2016.
Since the Company and Gwin are under common control
by Mr. Sing Hong Ting, the acquisition of Gwin was recorded as a transaction between entities under common control. The Company has accounted
for Gwin’s operations on a retrospective basis in the Company’s consolidated financial statements since Gwin incurred start-up
expenses from November 2014 which was before obtaining the formal approval for incorporation. Accordingly, the consolidated balance
sheet as of March 31, 2015, the consolidated statement of operations and comprehensive income for the three and nine months ended December
31, 2014, the consolidated statement of changes in shareholders’ equity for the year ended March 31, 2015, and the consolidated
statement of cash flows for the nine months ended December 31, 2014 have been retrospectively restated in this report to reflect Gwin’s
accounts at their historical amounts as of those dates.
On February 21, 2016, Messrs. Meng Hoa Duang, Lee Boon Siong and Ho
Zhen Lung (the “Resigning Officers”) had resigned as officers and directors of the Company on the same day. Company’s
Chairman Mr. Wen Wei Wu later contacted Mr. Ming Kong Lee, who is a shareholder of the Company, that we believes he has control on the
Resigning Officers. Mr. Ming Kong Lee revealed to Mr. Wu that he intended to take away the business operation of GWIN Company Limited,
and Wonderful Gate Strategy Company Limited, both of which are wholly owned subsidiaries of the Company in concert with his brother-in-law,
Mr. Sing Hong Ting who is a principal shareholder of the Company. The Company is currently seeking legal remedies against the Resigning
Officers and Mr. Ting including the cancellation of the shares of common stock of the Company owned by them or entities controlled by
them. However, as of the date hereof, the Company currently does not have access to the operation and business records of such subsidiaries.
In addition, the Company’s two customers, the two land based casinos in Cambodia, which fully manage and handle former COO Mr. Ho
Zhen Lung and secretary Mr. Lee Boon Siong, that generated substantially all of our revenues as part of our junket business notified the
Company that they were terminating their junket arrangement with the Company. As a result, Company has lost the entire business in junket
services and also lost the control of Gwin.
On March 9, 2016, the Company’s Board of Directors approved a
Share Exchange Arrangement (the “Arrangement”) to be entered between the Company and Mr. Wen Wei Wu, who is the Company’s
Chairman and Acting Chief Executive Officer during that time.
Subject to the Arrangement, the Company has agreed to acquire all of
the outstanding capital stock of Little Wooden Horse Trading Company Limited (the “Trading Company”), a company incorporated
in the Macau Special Administrative Region of the People’s Republic of China, in exchange for shares of the Company’s common
stock, par value $0.001 (the “Common Stock”). Mr. Wu is the sole holder of the Trading Company. Pursuant to the Arrangement,
the Company issued an aggregate of 30,000,000 shares of the Common Stock to acquire the Trading Company. The Trading Company is a new
entity which has no historical operations and plans to involve in consultancy and trading of machineries related to activated carbon business.
On September 26, 2016, Glorywin Entertainment Group Inc., a Nevada
Corporation (the “Company”) entered into a Sale and Purchase Agreement (the “Agreement”) with Mr. Ze Wu Xuan,
the 100% beneficiary owner of Top Honesty Biomass Sdn Bhd (“THBSB”), a Malaysian company, to acquire all of the outstanding
capital stock of THBSB in exchange for the issuance to Mr. Xuan of an aggregate of 51,200,000 shares of the Company’s common stock
(the “Acquisition”). The shares are subject to restrictions on resale pursuant to Commission Rule 144 under the Securities
Act. On September 26, 2016, the record holder of 51,200,000 shares of the Company’s common stock, equivalent to 56.97% of our then
issued and outstanding shares of common stock, the sole class of our voting securities, adopted and approved the amendment to the Articles
of Incorporation by written consent in lieu of a meeting.
Note 2 – Significant Accounting Policies
Basis of Presentation
We prepared the consolidated financial statements
in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and pursuant to the
U.S. Securities and Exchange Commission ("SEC") rules. We included all adjustments that are necessary for the fair presentation
of our financial position, results of operations, and cash flows for the periods presented.
We have defined various periods that are covered
in this report as follows:
"fiscal year 2015"—April 1, 2014
through March 31, 2015
"fiscal year 2016"—April 1, 2015
through March 31, 2016
Use of Estimates
The preparation of consolidated financial statements
that conform with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company continually evaluates
its estimates, including those related to bad debts, income taxes, and the valuation of equity transactions. The Company bases its estimates
on historical experience and on various other assumptions that it believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets
and liabilities. Actual results may differ from these estimates under different assumptions or conditions.
Fair value of Financial Instruments
The Company's financial instruments consist principally
of cash and cash equivalents, accounts receivable, accrued liability and other payables. The carrying amounts of such financial instruments
in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. Transactions involving related
parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings
may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were
consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. It
is not, however, practical to determine the fair value of other payables to related parties due to their related party nature.
Construction in progress
Direct costs that are related to the construction
of property and equipment incurred in connection with bringing the assets to their intended use are capitalized as construction in progress.
Construction in progress is transferred to specific property and equipment and the depreciation of these assets commences when the assets
are ready for their intended use. As of December 30, 2016 and 2015, the balance of construction in progress was $nil and $3,115,068, respectively,
which was primarily related to the refurbishment of a leased casino hotel building.
Foreign Currency Translation
The accompanying consolidated financial statements
are presented in United States dollars ("USD"). The functional currency of Wonderful Gate located in Macau is Hong Kong Dollars
("HKD"), and the functional currency of Glorywin, Top Point and Gwin is the USD. The financial statements are translated into
US dollars from HK$ at period-end exchange rates for assets and liabilities, and weighted average exchange rates for revenues and expenses.
Capital accounts are translated at their historical exchange rates when the capital transactions occurred.
The Hong Kong Monetary Authority ("HKMA"),
Hong Kong's central bank, maintains a Linked Exchange Rate System since 1983. The HKMA operates Convertibility Undertakings on both the
strong side and the weak side of the Linked Rate of US$1: HK$7.8. Thus, the consistent exchange rate used has been 7.80 HKD per each USD.
Foreign currency transactions are those that required
settlement in a currency other than HKD. Gain or loss from foreign currency transactions, or exchange loss, are recognized in income in
the period they occur.
Related Party Transactions
A related party is generally defined as (i) any
person that holds 10% or more of the Company's securities including such person's immediate families, (ii) the Company's management, (iii)
someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly
influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there
is a transfer of resources or obligations between related parties.
The Company accounts for stock based compensation
issued to employees in accordance with ASC 718 "Stock Compensation". ASC 718 requires companies to recognize an expense in the
statement of income at the grant date of stock options and other equity based compensation issued to employees. The Company accounts for
non-employee share-based awards in accordance with ASC 505-50 "Equity-based payments to nonemployees".
Leases where substantially all the rewards and
risks of ownership of assets remain with the leasing company are accounted for as operating leases. Payments made under operating leases
are charged to the consolidated statements of operations on a straight-line basis over the lease period.
Cash and Cash Equivalents
We maintain cash balances in non-interest-bearing
accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments
with an original maturity of three months or less are considered to be cash equivalents.
Accounts Receivable and Allowance for Doubtful
Accounts receivable are presented net of an allowance
for doubtful accounts. Management of the Company makes judgments as to its ability to collect outstanding receivables and provides allowances
for the portion of receivables when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding
invoices. For those invoices not specifically reviewed, provisions are provided at different rates, based upon the age of the receivables.
In determining these percentages, management analyzes its historical collection experience and current economic trends. If the historical
data the Company uses to calculate the allowance for doubtful accounts does not reflect the future ability to collect outstanding receivables,
additional provisions for doubtful accounts may be needed and the future results of operations could be materially affected. As of December
31, 2016 and March 31, 2016, the Company did not establish, based on a review of outstanding balances, an allowance for doubtful accounts.
Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for
significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations. Current
income taxes are provided for in accordance with the laws and regulations applicable to the Company as enacted by the relevant tax authorities.
Since Wonderful Gate was acquired, the Company
has been engaged in service of introducing of sub-junkets and information technology (IT) company to land-based casinos and receiving
an agreed percentage of total bets as revenue. For sub-junkets introduction service and IT infrastructure introduction service performed,
the Company charge s 0.2% and 0.05%, respectively, of total bets played by players introduced by sub-junkets from the three casinos located
At the end of each month, the IT company introduced
by the Company generates a bet statement of the three casinos where all the playing information is presented, and that lays the ground
for revenue calculation. After both the Company and the casinos agree with the information of the bet statement, settlement is prepared
by the casinos and the Company usually gets paid on the 7th of the following month.
After the Resigning Officers resigned from their
position and do not properly handover, and also they controlling both 2 casinos and IT company relationship, we have lost the entire business
of junket and we have write off all the profits and revenue in previous fiscal year ended March 31, 2016.
Despite in September 2016, company has acquired
Top Honesty Biomass Sdn Bhd (THBSB), a company incorporated in Malaysia which planning to commence new business related to biomass products,
however, THBSB do not commence any business that generate any income as of December 31, 2016.
Recent accounting pronouncements
In August 2015, the FASB issued ASU 2015-14, “Revenue
from Contracts with Customers (Topic 606):
Deferral of the Effective Date”. The
amendments in ASU 2015-14 defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain
not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods
beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is
permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that
reporting period. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial
statements. In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for
Measurement-Period Adjustments”. The amendments in ASU 2015-16 require that an acquirer recognize adjustments to estimated
amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined.
The amendments require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes
in depreciation, amortization, or other income effects, if any, as a result of the change to the estimated amounts, calculated as if
the accounting had been completed at the acquisition date. The amendments also require an entity to present separately on the face
of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that
would have been recorded in previous reporting periods if the adjustment to the estimated amounts had been recognized as of the
acquisition date. The amendments in the ASU are effective for public business entities for fiscal years beginning after December 15,
2015, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact
on the Company’s consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, “'Income Taxes (Topic
740): Balance Sheet Classification of Deferred Taxes”. The amendments in ASU 2015-17 eliminates the current requirement for
organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead,
organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments in the ASU are
effective for public business entities for financial statements issued for annual periods beginning after December 15, 2016, and
interim periods within those annual periods. The Company is currently in the process of evaluating the impact of the adoption on its
consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic
825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. Among other things, the amendments in ASU
2016-01 require equity investments (except those accounted for under the equity method of accounting, or those that result in
consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, public business
entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, separate
presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or
loans and receivables), and eliminates the requirement for public business entities to disclose the method(s) and significant
assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost.
The amendments in the ASU are effective for public companies for fiscal years beginning after December 15, 2017, including interim
periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company’s
consolidated financial statements.
Note 3 – Accounts Receivable
Accounts receivable consists of the following:
December 31, 2016
March 31, 2016
|Introduction of IT company||
|Introduction of sub-junkets||
|| ||–|| ||
|| ||–|| |
We have written off the entire amount receivable in previous year ended
March 31, 2016 because our junket business was taken away by Mr. Sing Hong Hong, former major shareholder, and his concerted party, without
our consent, and our company has no any receivables since then.
4 – Income Taxes
Wonderful Gate, the operating entity of the Company, is located in
Macau, China. Income received in Macau is taxable under Macau's Complementary Tax provisions, irrespective of the beneficiary being an
individual or a corporation, its particular line of business, its nationality or domiciliation, without prejudice to the particular deductions
and allowances each taxpayer enjoys. Companies are required to declare their annual profit and such profit is subject to Complementary
Tax. If dividend is declared, taxable profit is based on taxable profit (after dividends have been paid). Law No.15/2015 (the 2016 Budget
Law) remains the exempted portion of income to MOP600, 000 and determines that the excess of taxable income be taxed at the relevant brackets
(0% from MOP0 to MOP600, 000 and 12% on the excess). These rates apply to the declared taxable profit (gross income less allowable deductions)
from all income generating sources, except professional tax and property income, taxed separately under different regulations. The provision
for income taxes as of March 31, 2016 and 2015 was $nil and $344,002, respectively. We do not have any provision of taxes as of March
31, 2016 because we have suffer loss on discontinue of business due to Mr. Ting Hong Sing and his concerted parties have taken away our
entire business without our consent.
The Company's subsidiary, Feroce Drago Inc, is incorporated in Seychelles,
and is subject to company tax at a tax rate of 25%. No provision for income taxes in Seychelles has been made as the Company had no Seychelles
taxable income as of December 31, 2016.
Glorywin is incorporated in the State of Nevada and is subject to the
United States federal income tax at an effective tax rate of 34%.
Little Wooden Horse Trading Company Limited is incorporated in Macau,
China. Income received in Macau is taxable from 0% to 12%. No provision for income taxes in Macau has been made as the Company had no
Macau taxable income as of December 31, 2016.
THBSB is incorporated in Malaysia and is subject to company tax at
a rate ranging from 0% to 25% based on annual taxable profit. No provision for income taxes in Malaysia has been made as THBSB had no
taxable income as of December 31, 2016.
Income taxes are calculated on a separate entity
basis. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax purposes. The provisions for income taxes as of December 31, 2016
and 2015 are summarized as follows:
||Nine Months Ended December 31,|| |
|| ||–|| ||
|| ||–|| |
The table below summarizes the difference between the U.S. statutory
federal tax rate and the Company's effective tax rate for the nine months ended December 31, 2016 and 2015:
||Nine Months Ended December 31,|| |
|U.S. federal income tax rate||
|| ||34%|| ||
|| ||34%|| |
|Foreign income note recognized in the U.S.||
|Macau Complementary tax||
|| ||12%|| ||
|| ||12%|| |
|Kingdom of Cambodia company tax||
|| ||0%|| ||
|| ||0%|| |
|Effect of income tax difference under different tax jurisdictions||
|| ||3%|| ||
|| ||3%|| |
|Total effective income tax rate||
|| ||15%|| ||
|| ||15%|| |
Note 5 - STOCKHOLDERS' EQUITY
On August 19, 2013, the Company's board of directors and shareholders
approved a one thousand-for-one reverse stock split of the Company's common stock. On November 7, 2013, the Company issued 336 shares
of common stock as fractional shares from the August 19, 2013 reverse stock split. All reference to share and per share amounts in the
consolidated financial statement and accompanying notes to the consolidated financial statements have been retroactively restated to reflect
the one thousand-for-one reverse stock split, unless otherwise noted.
On June 17, 2014, the Company issued 10,195,294 restricted shares to
Taipan Pearl Sdn Bhd, Wenwei Wu, Boom Siong Lee and Zhen Long Ho as consideration for 1,000 shares of Top Point. The shares were booked
at par value issuance cost with a decrease to additional paid-in capital of $10,195 due to treatment requirements for stock granted for
an acquisition of an entity under common control. The transaction was accounted for as an acquisition of entity under common control which
requires booking the transaction at historical cost.
On November 18, 2014, the Company issued 600,000 restricted shares
to Taipan Pearl Sdn Bhd, its major shareholder, 100,000 shares to Eng Wah Kung, its Chief Executive Officer at the time, and 100,000 shares
to its public relationship company as consideration for their services provided. The total fair value of the common stock was $1,600,000
based on the closing price of the Company's common stock on the date of grant and the expense was included in general and administrative
expenses for the year ended March 31, 2015. The restriction period is one year from the grant date.
On July 1, 2015, the Company issued 100,000 restricted shares of the
Company's common stock valued at $2.25 per share to Mr. Muhammad Shahrezza Chong as compensation for his service to the Company as Director
of Public Relationships. The total fair value of the common stock was $225,000 based on the closing price of the Company's common stock
on the date of grant and the expense was included in general and administrative expenses for the nine months ended December 31, 2015.
The restriction period is one year from the grant date.
On March 9, 2016, the Company issued an aggregate of 30,000,000 shares
of the Company’s Common Stock to Mr. Wu to acquire the Little Wooden Horse Trading Company Limited. The issuance of the shares was
exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) thereof on the basis that the transaction did not
involve a public offering. The shares are subject to restrictions on resale pursuant to Commission Rule 144 under the Securities Act.
On September 26, 2016, the Company issued an aggregate of 51,200,000
shares of the Company’s Common Stock to Mr Xuan to acquire the THBSB. The issuance of the shares was exempt from registration under
the Securities Act of 1933 pursuant to Section 4(a)(2) thereof on the basis that the transaction did not involve a public offering. The
shares are subject to restrictions on resale pursuant to Commission Rule 144 under the Securities Act.
Debt forgiveness by related party
On June 17, 2014, Janet Somsen paid and released the Company of $16,869
of outstanding liabilities. As Ms. Somsen was a shareholder of the Company, the transaction was accounted for as contributed capital.
On November 18, 2014, the Company issued 600,000 restricted shares
to Taipan Pearl Sdn Bhd, its major shareholder, 100,000 shares to Eng Wah Kung, its Chief Executive Officer at the time, and 100,000
shares to its public relationship company as consideration for their services provided. The total fair value of the common stock was
$1,600,000 based on the closing price of the Company's common stock on the date of grant and the expense was included in general and
administrative expenses for the year ended March 31, 2015. The restriction period is one year from the grant date.
On July 1, 2015, the Company issued 100,000 restricted
shares of the Company's common stock valued at $2.25 per share to Mr. Muhammad Shahrezza Chong as compensation for his service to the
Company as Director of Public Relationships. The total fair value of the common stock was $225,000 based on the closing price of the Company's
common stock on the date of grant and the expense was included in general and administrative expenses for the nine months ended December
31, 2015. The restriction period is one year from the grant date.
Debt forgiveness by related party
On June 17, 2014, Janet Somsen paid and released
the Company of $16,869 of outstanding liabilities. As Ms. Somsen was a shareholder of the Company, the transaction was accounted for as
Note 6 – RELATED PARTY TRANSACTIONS
The Company's officers, directors and other related parties, from time
to time, provided advances to the Company for working capital purpose. These advances are short-term in nature, unsecured and payable
on demand. There are no any related party transactions as of December 31, 2016 and March 31, 2016.
Note 7 - COMMITMENTS AND CONTINGENCIES
On November 19, 2015, the Company entered into
an agreement for the lease of a virtual office in Macau for monthly rental of MOP1,620 (approximately $200). The lease began on November
19, 2015 and will expire on November 18, 2016. Company renewed the agreement for another 6 months until May 18, 2017.